ABN: 31 008 402 391 Level 8, 210 George Street Sydney NSW 2000 GPO Box 225 Sydney NSW 2001 Tel: 61 2 9191 4543 Fax: 61 2 8247 7999 Email: [email protected] Website: www.gatewaymining.com.au

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GATEWAY MINING LIMITED

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that the 2013 Annual General Meeting ("AGM” or “the Meeting") of members of Gateway Mining Limited ("Gateway” or “the Company" ) will be held in the Henry Lawson Room at the Marriott Sydney Harbour, 30 Pitt Street, Sydney on Friday, November 29, 2013, at 2pm to conduct the following business.

ORDINARY BUSINESS

RECEIPT OF FINANCIAL REPORTS AND REPORTS OF DIRECTORS AND AUDITOR

To receive and consider the Financial Reports of the Company for the financial year ended 30 June 2013, together with the declaration of the Directors, the Remuneration Report and the Report of the Directors and the Auditor, which relate to the Financial Reports.

ADOPTION OF DIRECTORS’ REMUNERATION REPORT

RESOLUTION 1: To consider, and if thought fit, pass with or without amendment the following resolution as an ordinary resolution :

"That, for the purpose of Section 250R(2) of the Corporations Act 2001 (Cth) and for all other purposes, approval is given for the adoption of the Company’s Remuneration Report, as set out in the Directors’ Report within the Annual Report for the Year Ended 30 June 2013 prepared in accordance with Section 300A of the Corporations Act 2001 (Cth).”

Please note that in accordance with Sec 250R(3) of the Corporations Act 2001 (Cth) the votes cast on this resolution are advisory only and do not bind the Company or the Directors.

ELECTION OF DIRECTORS

RESOLUTION 2: Election of Director – Mr. Trent Franklin

To consider and, if thought fit, pass, with or without amendment, the following resolution as an ordinary resolution :

"That, in accordance with the Constitution of the Company, ASX Listing Rule 14.4 and Section 201H(3) of the Corporations Act 2001 (Cth) and for all other purposes, Mr. Trent Franklin, who was appointed as a director on 28 February 2013 to fill a casual vacancy, retires and being eligible, offers himself for election, be re-elected a Director of the Company."

RESOLUTION 3: Election of Director – Mr. Ian McDonald

To consider and, if thought fit, pass, with or without amendment, the following resolution as an

ordinary resolution :

"That, in accordance with the Constitution of the Company, ASX Listing Rule 14.4 and Section 201H(3) of the Corporations Act 2001 (Cth) and for all other purposes, Mr. Ian McDonald, who was appointed as a director on 13 November 2013 to fill a casual vacancy, retires and being eligible, offers himself for election, be re-elected a Director of the Company."

OTHER BUSINESS

To consider any other business that can lawfully be brought before the meeting.

ENTITLEMENT TO VOTE

Who may vote?

Pursuant to section 1109N of the Corporations Act 2001 , the Company has determined that for the purpose of the meeting, all shares in the Company shall be taken to be held by the persons who held them as registered shareholders at 12 Noon (AEST) on 28 November 2013 (' Entitlement Time '). All holders of ordinary shares in the Company as at the Entitlement Time are entitled to attend and vote at the meeting.

Proxies

Please note that:

a member of the Company who is entitled to attend and cast a vote at the meeting has a right to appoint a proxy;
the appointment may specify the proportion or number of votes that the proxy may exercise;
a member who is entitled to cast 2 or more votes at the meeting may appoint 2 proxies and must specify the proportional number of votes each proxy is appointed to exercise;
if the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes each proxy may exercise, each proxy may exercise half the votes;
a proxy need not be a member of the Company; and
if you wish to appoint 2 proxies, contact the Company for another proxy form.

Unless the member specifically directs the proxy how to vote, the proxy may vote as he or she thinks fit or abstain from voting.

If you wish to appoint a proxy, you should complete the attached 'Appointment of Proxy' form and comply with details set out in that form for lodgment of the form with the Company.

The proxy form must be signed by the member or his or her attorney duly authorised in writing or, if the member is a corporation, either under the seal of the corporation (in accordance with its Constitution) or under the hand of an attorney duly authorised in writing or otherwise signed in accordance with the Corporations Act 2001 .

Registered Office:

Level 8, 210 George Street, Sydney, NSW, Australia, 2000

Mailing Address: GPO Box 225 Sydney NSW 2001 Facsimile transmission to: +61 8247 7999

If any attorney or authorised officer signs this proxy form on behalf of a member, the relevant power of attorney or other authority under which it is signed or a certified copy of that power or authority must be deposited with the proxy form.

The proxy form must be received not less than 48 hours before the time for holding the General Meeting

by delivering the proxy form to one of the addresses as follows:

A corporation may appoint a representative who may attend the meeting and vote on behalf of the corporation. Such a representative will have to produce a corporate representative appointment letter from the corporation signed either under the common seal of the corporation (in accordance with its Constitution), or by a duly authorised officer or otherwise signed in accordance with the Corporations Act 2001 before he or she will be permitted to vote

VOTING EXCLUSIONS

RESOLUTION 1 : ADOPTION OF DIRECTORS’ REMUNERATION REPORT

The Company will disregard any votes cast on Resolution 1 (Adoption of the Remuneration Report):

by or on behalf of a member of the Key Management Personnel whose remuneration is disclosed in the Remuneration Report and any Closely Related Party of such a member; or
as a proxy by a member of the Key Management Personnel or a Closely Related Party of such a member

unless the vote is cast as a proxy for a person who is entitled to vote on Resolution 1:

in accordance with their directions of how to vote on the Proxy Form; or
by the Chairman of the Meeting pursuant to an express authorisation on the Proxy Form.

EXPLANATORY NOTES

1. Financial Reports:

The Annual Report of the Company and its controlled entities for the year ended 30 June, 2013, which includes the Financial Report, the Directors’ Report and the Auditor’s Report, will be tabled at the meeting. There is no requirement for shareholders to approve these reports. However, shareholders will be allowed a reasonable opportunity to ask questions about, or make comments on, the Annual Report and the management of the Company.

2. RESOLUTION 1: Remuneration Report:

The Remuneration Report of the Company for the financial year ended 30[th] June 2013 is set out in the Directors’ Report in the Company’s 2013 Annual Report which is available on the Australian Securities Exchange announcements platform.

The Remuneration Report sets out the Company’s remuneration arrangements for the Company’s directors and Key Management Personnel. Shareholders will be provided with a reasonable opportunity to ask questions about the Remuneration Report at the meeting.

Shareholders will be asked to vote on the Remuneration Report. This resolution is advisory only and does not bind the Company or its directors. The Board will consider the outcome of the vote and comments made by shareholders on the Remuneration Report at the meeting when reviewing the Company’s remuneration policies. Under the Corporations Act 2001 (Cth), if 25% or more votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s directors must go up for re-election.

The Company encourages all shareholders to cast their votes on Resolution 1 (Adoption of the Remuneration Report). Shareholders not attending the meeting may use the enclosed Proxy Form to lodge their vote by appointing a Proxy. Any undirected proxies held by the Chairman of the Meeting, other directors or other Key Management Personnel or any of their Closely Related Parties will not be voted on Resolution 1, unless the vote is cast by the Chairman of the Meeting pursuant to an express authorization on the Proxy Form made by a Shareholder who is entitled to vote on Resolution 1.

3. RESOLUTION 2: Election of Director – Mr. Trent Franklin

The Company’s Constitution provides that the Board has the power at any time to appoint any person as a Director, either to fill a casual vacancy or as an addition to the Board. Any Director appointed under this rule may hold office only until the next AGM of the Company and is then eligible for election at that meeting, but is not to be taken into account in determining the number of Directors who are to retire by rotation at the meeting.

Accordingly, Mr Trent Franklin was appointed as Non-Executive Director of the Company, in the role of Non-Executive Chairman on 28 February, 2013, and holds office only until the end of the meeting and offers himself for election to the Board as Director. If elected, Mr. Franklin will resume his role as Non-Executive Chairman of the Company.

Mr. Franklin is a qualified geologist and holds a Bachelor of Science (Geology) degree from the University of Sydney. He is currently Managing Director of Enrizen Financial Group, a diverse financial services and corporate advisory firm based in Sydney. Mr Franklin was previously a Director of the Australian Olympic Committee and Director of Australian Water Polo.

4. RESOLUTION 3: Re-election of Director

Accordingly, Mr Ian McDonald was appointed as Non-Executive Director of the Company13 November 2012, and holds office only until the end of the meeting and offers himself for election to the Board as Director. If elected, Mr. McDonald will resume his role as NonExecutive Chairman of the Company.

Mr McDonald brings a wealth of experience to Gateway, with a career spanning more than three decades in the exploration industry. Throughout his career he has held senior positions with a number of companies, including Western Mining Corporation Limited, North Limited and Jabiru Metals Limited. Mr McDonald has considerable expertise in Volcanogenic Massive Sulphide (VMS) mineralisation, which allows him to make a very valuable and important practical contribution to Gateway’s exploration efforts.

ANNUAL REPORT A copy of the 2013 Annual Report is available on the Company’s website at: www.gatewaymining.com.au

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Company Secretary Gary Franklin

30 October 2013

GATEWAY MINING LIMITED PROXY FORM

I/We

(NAME OF SHAREHOLDER)

(ADDRESS IN FULL)

being a member/members of Gateway Mining Limited hereby appoint

(NAME OF PROXY 1)

(ADDRESS OF PROXY IN FULL)

and/or failing him/her

(NAME OF PROXY 2)

(ADDRESS OF PROXY IN FULL)

or failing him/her the Chairman of the meeting as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 2.00pm, on 29 November, 2013 and at any adjournment thereof in the manner indicated or in the absence of indications, as he/she thinks fit.

Proxy 1 represents _% and Proxy 2 represents ___% of my total voting rights.

Important:

To ensure your proxy votes count, if you do not wish to direct your proxy how to vote, you should mark this box. The Chairman of the Meeting intends to vote undirected proxies in favour of each resolution. If you direct your proxy how to vote, it is not necessary to mark this box.

RESOLUTION For Against Abstain

Adoption of Directors’ Remuneration Report
Election of Trent Franklin as Director
Election of Ian McDonald as Director

*Signature of Shareholder or

Director or Sole Director

*Signature of Shareholder or Director/Company Secretary

*Delete whichever is not applicable

Please Insert: daytime telephone number: E-mail address:

_____ The registered office of the Company is at Level 8, 210 George Street, Sydney NSW, 2000 Postal: GPO BOX 225 Sydney, NSW 2001 Telephone 61 2 9191 4543 Facsimile 61 2 8247 7999

NOTES

A member entitled to attend and vote is entitled to appoint not more than two proxies.

Where more than one proxy is appointed, each must be appointed to represent a specified proportion of the member’s voting rights.

Appointment of a proxy by a member who is a corporation must be under hand of its attorney or the hand of a person duly authorised by the corporation. A proxy need not be a member of the Company.

An appointment of proxy form must be lodged at the registered office of the Company not less than 48 hours before the time for holding the Annual General Meeting.

AI assistant

GATEWAY MINING LIMITED AGM Information 2013

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